OptimizeRx Corp 10-Q

Item 1. Financial Statements Our condensed consolidated financial statements included in this Form 10-Q are as follows: 2 Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025; 3 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited); 4 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited); 6 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited); 7 Notes to Condensed Consolidated Financial Statements (unaudited). 1 Table of Contents OPTIMIZERX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) March 31, 2026 December 31, 2025 ASSETS (unaudited) Current assets Cash and cash equivalents $ 20,169 $ 23,365 Accounts receivable, net of allowance for credit losses of $ 260 at March 31, 2026 and December 31, 2025 31,989 37,752 Taxes receivable 871 752 Prepaid expenses and other 3,136 2,846 Total current assets 56,165 64,715 Property and equipment, net 107 106 Other assets Goodwill 70,869 70,869 Patent rights, net 4,426 4,586 Technology assets, net 6,576 6,870 Customer relationships, net 28,751 29,340 Operating lease right-of-use assets 352 404 Security deposits and other assets 18 28 Total other assets 110,992 112,097 TOTAL ASSETS $ 167,264 $ 176,918 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current portion of long-term debt $ 2,000 $ 4,255 Accounts payable 3,066 1,636 Accrued expenses 3,592 11,591 Revenue share payable 955 3,086 Current portion of lease liabilities 177 193 Deferred revenue 669 503 Total current liabilities 10,459 21,264 Non-current liabilities Long-term debt, net 21,343 21,421 Lease liabilities, net of current portion 196 234 Deferred tax liabilities, net 5,655 5,705 Total liabilities 37,653 48,624 Commitments and contingent liabilities (See Note 11) Stockholders’ equity Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2026 and December 31, 2025 — — Common stock, $ 0.001 par value, 166,666,667 shares authorized, 20,506,472 and 20,500,986 shares issued at March 31, 2026 and December 31, 2025, respectively 21 20 Treasury stock, $ 0.001 par value, 1,741,397 shares held at March 31, 2026 and December 31, 2025 ( 2 ) ( 2 ) Additional paid-in-capital 209,323 207,512 Accumulated deficit ( 79,731 ) ( 79,236 ) Total stockholders’ equity 129,611 128,294 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 167,264 $ 176,918 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents OPTIMIZERX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data, unaudited) For the Three Months Ended March 31, 2026 2025 Net revenue $ 19,844 $ 21,928 Expenses Cost of revenues, exclusive of depreciation and amortization presented separately below 4,912 8,584 Sales and marketing 4,729 4,985 General and administrative 3,513 4,557 Research and development 3,402 3,252 Stock-based compensation 1,828 1,558 Depreciation and amortization 1,064 1,094 Total expenses 19,448 24,030 Income (loss) from operations 396 ( 2,102 ) Other income (expense) Interest expense ( 1,155 ) ( 1,297 ) Other income 38 39 Interest income 77 88 Total other expenses, net ( 1,040 ) ( 1,170 ) Loss before provision for income taxes ( 644 ) ( 3,272 ) Income tax benefit 149 1,073 Net loss $ ( 495 ) $ ( 2,199 ) Weighted average number of shares outstanding – basic 18,761,622 18,470,808 Weighted average number of shares outstanding – diluted 18,761,622 18,470,808 Loss per share – basic $ ( 0.03 ) $ ( 0.12 ) Loss per share – diluted $ ( 0.03 ) $ ( 0.12 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents OPTIMIZERX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 (in thousands, except share data, unaudited) Common Stock Treasury Stock Additional Paid in Capital Accumulated Deficit Total Shares Amount Shares Amount Balance January 1, 2026 20,500,986 $ 20 ( 1,741,397 ) $ ( 2 ) $ 207,512 $ ( 79,236 ) $ 128,294 Stock based compensation expense Options — — — — 805 — 805 Restricted stock — — — — 1,023 — 1,023 Issuance of common stock For options exercised 1,264 — — — — — — For restricted stock units vested 4,222 1 — — ( 17 ) — ( 16 ) Net loss — — — — — ( 495 ) ( 495 ) Balance March 31, 2026 20,506,472 $ 21 ( 1,741,397 ) $ (2) $ 209,323 $ (79,731) $ 129,611 4 Table of Contents OPTIMIZERX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2025 (in thousands, except share data, unaudited) Common Stock Treasury Stock Additional Paid in Capital Accumulated Deficit Total Shares Amount Shares Amount Balance January 1, 2025 20,194,697 $ 20 ( 1,741,397 ) $ ( 2 ) $ 201,348 $ ( 84,368 ) $ 116,998 Stock based compensation expense Options — — — — 579 — 579 Restricted stock — — — — 979 — 979 Issuance of common stock For restricted stock units vested 39,489 — — — ( 87 ) — ( 87 ) Net loss — — — — — ( 2,199 ) ( 2,199 ) Balance March 31, 2025 20,234,186 $ 20 ( 1,741,397 ) $ ( 2 ) $ 202,819 $ ( 86,567 ) $ 116,270 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents OPTIMIZERX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited) For the Three Months Ended March 31, 2026 2025 OPERATING ACTIVITIES: Net loss $ ( 495 ) $ ( 2,199 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 1,064 1,094 Stock-based compensation 1,828 1,558 Amortization of debt issuance costs 358 174 Changes in: Accounts receivable 5,763 5,492 Prepaid expenses and other assets ( 290 ) 74 Accounts payable 1,430 1,225 Revenue share payable ( 2,131 ) ( 3,310 ) Accrued expenses and other liabilities ( 7,989 ) 854 Operating lease liabilities ( 2 ) — Taxes receivable and payable ( 119 ) ( 431 ) Deferred tax liabilities ( 50 ) ( 705 ) Deferred revenue 166 38 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ( 467 ) 3,864 INVESTING ACTIVITIES: Purchases of property and equipment ( 21 ) ( 27 ) Capitalized software development costs — ( 57 ) NET CASH USED IN INVESTING ACTIVITIES ( 21 ) ( 84 ) FINANCING ACTIVITIES: Cash paid for employee withholding taxes related to the vesting of restricted stock units ( 17 ) ( 87 ) Repayment of long-term debt ( 2,691 ) ( 500 ) NET CASH USED IN FINANCING ACTIVITIES ( 2,708 ) ( 587 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 3,196 ) 3,193 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 23,365 13,380 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 20,169 $ 16,573 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 798 $ 1,121 Cash paid for income taxes $ 12 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include OptimizeRx Corporation and its wholly owned subsidiaries (collectively, “OptimizeRx”, the “Company”, “we”, “our”, or “us”). OptimizeRx is a digital healthcare technology company that connects over two million healthcare professionals (“HCPs”) and millions of their patients through an intelligent technology platform embedded within a proprietary omnichannel network. OptimizeRx helps life science organizations engage and support their customers through our combined HCP and direct-to-consumer (“DTC”) marketing strategies. The condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 have been prepared by us without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments necessary to present fairly our financial position at March 31, 2026, and our results of operations, changes in stockholders’ equity, and cash flows for the three months ended March 31, 2026 and 2025, have been made. Those adjustments consist of normal and recurring adjustments. The condensed consolidated balance sheet as of December 31, 2025, has been derived from the audited consolidated balance sheet as of that date. We operate a single reporting segment and, accordingly, use our consolidated net income (loss) as our measure of profit and loss and it is not presented separately here. Certain prior year amounts have been reclassified in our unaudited condensed consolidated financial statements and notes thereto to conform to current year presentation. Certain information and note disclosures, including a detailed discussion about the Company’s significant accounting policies, normally included in our annual consolidated financial statements prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with a reading of the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 12, 2026. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year. Sales and Marketing Sales and marketing expense consists primarily of labor costs, including salaries, benefits, bonuses and commission costs for our sales and marketing personnel, as well as outside services costs. Sales and marketing expense also includes costs for advertising, promotional and other marketing activities, as well as certain fees paid to various third-party partners for sales and lead generation. General and Administrative General and administrative expense consists primarily of labor costs, including salaries and benefits for our executive, finance, legal, compliance, information technology security, human resources, and other administrative personnel, as well as outside services costs. General and administrative expense also includes software costs to support our finance, legal and human resources operations, insurance costs as well as fees to third-party providers for accounting, legal and consulting services, costs for various non income-based taxes and software costs. Research and Development Research and development expense consists of costs to develop our products and services that do not meet the criteria for capitalization as internal-use software. These costs consist primarily of labor costs, including salaries and benefits for our development personnel, as well as outside services costs. Research and development expense also includes third-party partner fees and third-party consulting fees. 7 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED) Segment Reporting We operate in one reportable segment and use consolidated net income (loss) as our measure of segment profit and loss. Overall, our business involves connecting life sciences companies to patients and providers. We have a common customer base of life sciences customers geographically located in the U.S. for all of our solutions, which primarily focus on all communications between our life sciences customers and with healthcare providers or patients. We do not prepare separate internal income statements by solution as our focus is on selling enterprise arrangements covering multiple solutions that span the entire patient journey with a specific brand. Our chief operating decision maker (“CODM”) is our Chief Executive Officer (“CEO”). The CODM allocates resources and assesses performance of the business and other activities at the operating segment level. The CODM assesses performance for the operating segment and decides how to allocate resources based on net income (loss) that is also reported on the condensed consolidated statement of operations as consolidated net income (loss). The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. The CODM uses consolidated net income (loss) to evaluate the income generated in deciding whether to reinvest profits into the segment or to use such profits for other purposes, such as for acquisitions or share repurchases. Consolidated net income (loss) is used to monitor budget versus actual results. The CODM also uses consolidated net income (loss) in competitive analyses by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budget versus actual results are used in assessing performance of the segment, and in establishing management and variable compensation. The CODM also regularly reviews the condensed consolidated statement of operations for segment expenses, of which the significant expenses are related to cost of revenues, exclusive of depreciation and amortization, sales and marketing, general and administrative, research and development, stock-based compensation and depreciation and amortization. Since we operate as a single reportable segment, the measure of segment profit or loss and related financial information is consistent with the amounts presented in the condensed consolidated financial statements. Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the disclosure requirements around fair value establish a fair value hierarchy for valuation inputs, which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 – Inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Company’s stock options and warrants are valued using Level 3 inputs. The Company's carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities, approximate their fair values due to their short maturities. 8 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 2 – RECENTLY ISSUED A CCOUNTING PRONOUNCEMENTS In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) . ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. This authoritative guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), ASU No. 2025-06, Intangibles—Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . ASU 2025-06 updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This authoritative guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-11 (“ASU 2025-11”), Interim Reporting (Topic 270): Narrow-Scope Improvements . ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. This authoritative guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either on a prospective or a retrospective basis. Early adoption is permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-12 (“ASU 2025-12”), Codification Improvements . ASU 2025-12 addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. This authoritative guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements. NOTE 3 – CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS Cash equivalents include items almost as liquid as cash comprised of investments in AAA rated money market funds that invest in first-tier only securities, which primarily include domestic commercial paper and securities issued or guaranteed by the U.S. government or its agencies. We account for marketable equity securities in accordance with Accounting Standards Codification (“ASC”) 321-10, Investments - Equity Securities , as the shares have a readily determinable fair value quoted on the national stock exchange and are classified within Level 1 of the fair value hierarchy. At March 31, 2026 and December 31, 2025, we have recorded $ 8,737 and $ 8,659 , respectively, of money market funds at approximate fair value. NOTE 4 - GOODWILL AND INTANGIBLE ASSETS Goodwill Our goodwill is related to the acquisitions of Medicx Health in 2023, EvinceMed in 2022, RMDY Health, Inc. in 2019 and CareSpeak Communications in 2018. Goodwill is not amortizable for financial statement purposes. Goodwill is tested for impairment at a reporting segment level at least annually, as of December 31, or on an interim basis if an event occurs or circumstances change. The Company considered indicators of impairment, and there were no triggering events identified, no indication of impairment of the Company's goodwill and no impairment charges recorded during the three months ended March 31, 2026 or 2025. 9 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 4 - GOODWILL AND INTANGIBLE ASSETS (CONTINUED) Intangible Assets Intangible assets included on the condensed consolidated balance sheets consist of the following: March 31, 2026 Gross Carrying Amount Accumulated Amortization Net Weighted Average Life Remaining Patent rights $ 6,838 $ 2,412 $ 4,426 6.5 Technology assets 9,585 3,009 6,576 6.8 Customer relationships 34,923 6,172 28,751 12.4 Total intangible assets $ 51,346 $ 11,593 $ 39,753 December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Weighted Average Life Remaining Patent rights $ 6,838 $ 2,252 $ 4,586 6.8 Technology assets 9,585 2,715 6,870 7.0 Customer relationships 34,923 5,583 29,340 12.6 Total intangible assets $ 51,346 $ 10,550 $ 40,796 The Company recorded impairment charges of $ 0 in the three months ended March 31, 2026 and $ 368 against the value of our intangible assets during the year ended December 31, 2025. In 2023, the Company licensed certain technology to a customer under a two-year agreement. Upon receiving notice that the contract would not be renewed in 2025, and as the Company no longer utilizes the underlying technology, the patents and tradenames associated with this technology were determined to be fully impaired. Accordingly, an impairment charge of $ 368 was recorded and included in impairment charges within the condensed consolidated statements of operations. The Company recorded amortization expense of $ 1,043 and $ 1,067 in the three months ended March 31, 2026 and 2025, respectively. Expected future amortization expense of the intangible assets as of March 31, 2026 is as follows: Year ended December 31, 2026 (remainder) $ 3,113 2027 3,857 2028 3,709 2029 3,676 2030 3,676 Thereafter 21,722 Total $ 39,753 10 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 5 - LONG-TERM DEBT Long-term debt, net comprised of the following at March 31, 2026 and December 31, 2025: March 31, 2026 December 31, 2025 Term loan, due in 2029 $ 23,598 $ 26,290 Less: current portion of long-term debt ( 2,000 ) ( 4,255 ) Less: unamortized issuance costs ( 255 ) ( 614 ) Long-term debt, net $ 21,343 $ 21,421 On October 11, 2023, the Company entered into a Financing Agreement (the “Financing Agreement”) which provided for a term loan (the “Term Loan”) of $ 40,000 , the net proceeds of which were used to partially finance the Medicx Health transaction. In connection with the Term Loan the Company incurred issuance costs of approximately $ 2,270 , which were capitalized and are being amortized to interest expense over the life of the Term Loan. Amortization of debt issuance costs for the three months ended March 31, 2026 and 2025 was $ 358 and $ 174 , respectively. The Company’s obligations under the Term Loan are secured by all of the Company’s and its subsidiaries’ assets (including a pledge of all of the capital stock and equity interests of its subsidiaries). The Term Loan is repayable in quarterly installments on the last business day of each fiscal quarter, beginning December 31, 2023, in an amount equivalent to 1.25 %, of the original principal amount. The outstanding unpaid principal amount and all accrued but unpaid interest thereon, shall be due and payable on the earlier of (i) the fourth anniversary of the closing date of the Term Loan or (ii) the date on which the Term Loan is declared due and payable pursuant to the terms of the Financing Agreement. The Company may prepay, subject to an Applicable Premium (as defined in the Financing Agreement), 3 % if the prepayment is made on a date that is up to and including the first anniversary of closing, 2 %, if the prepayment is made up to and including the second anniversary, 1 % if the prepayment is made up to and including the third anniversary and zero thereafter, all or a portion of the Term Loan and, under certain circumstances, including certain asset disposals and the raising of indebtedness not permitted under the Term Loan is required to make mandatory prepayments of the principal balance. If the prepayment occurs within 12 months of the date of the loan, the Company is also required to pay lost interest from the prepayment date to one year from the loan funding date. In addition, the Company is required to make a mandatory prepayment on March 31, of each year, commencing with 2025, equivalent to Excess Cash Flow (as defined above) multiplied by a percentage factor of 25 %, if the leverage ratio is 3.60 to 1.00 or less, 50 % if the leverage ratio is greater than 3.60 to 1.00 or less than or equal; to 4.10 to 1.00 and 75 %, if the leverage ratio is greater than 4.10 to 1.00. Excess Cash Flow is defined in the Financing Agreement as Consolidated EBITDA for the previous fiscal year less scheduled principal and interest payments, capital expenditure, cash taxes and any cash expenses/gains added back to net income (loss) in the calculation of Consolidated EBITDA, adjusted for any increase/decrease in working capital during the fiscal year. During the three months ended March 31, 2026 and 2025, the Company made total Excess Cash Flow payments of $ 2,191 and $ 0 , respectively. On March 2, 2026, the Company entered into Amendment No. 4 to the Financing Agreement (the “Amendment No. 4”). The purpose of Amendment No. 4 was to (i) extend the maturity date of the Financing Agreement by two years to October 11, 2029, (ii) permit the Company to repurchase shares of its outstanding common stock in one or more transactions prior to March 15, 2027, in an aggregate amount not to exceed $10,000, and (iii) extend the period during which a 1% applicable premium applies under the Financing Agreement through October 11, 2027. During the three months ended March 31, 2026 and 2025, the Company made total principal repayments of $ 2,691 and $ 500 , respectively. At the Company’s option the Term Loan, or any portion thereof bears interest at either: 11 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 5 – LONG-TERM DEBT (CONTINUED) a. The greater of (a) 4.00 % per annum, (b) the Federal Funds Rate plus 0.50 % per annum, (c) the one month Secured Overnight Financing Rate (“SOFR”), plus an adjustment of 26 basis point and 1.00 % per annum, and (d) the rate last quoted by The Wall Street Journal as the “Prime Rate”, plus an Applicable Margin of 7.5 %; or b. Three-month SOFR plus an adjustment of 26 basis points and an Applicable Margin of 8.5 % As of March 31, 2026, the Term Loan bears interest at 12.4 %, with an effective interest rate of 19.5 % for the three months ended March 31, 2026, including the impact of amortization of debt issuance costs. The Term Loan requires the Company to maintain certain maximum leverage ratios and Liquidity (as defined in the Financing Agreement), of at least $ 5,000 . The Company was in compliance with its financial covenants as of March 31, 2026. The Term Loan contains customary events of default, which include, (subject to, in certain circumstances to grace and cure periods), non-payment of principal and interest, non-compliance with certain covenants, commencement of bankruptcy proceedings and a change in control. Payments due on the Term Loan in each of the next four years subsequent to March 31, 2026, are as follows: As of March 31, 2026 2026 (remainder) $ 1,500 2027 2,000 2028 2,000 2029 18,098 $ 23,598 NOTE 6 – LEASES We had operating leases with terms greater than 12 months for office space in four multi-tenant facilities, which are recorded as operating lease right-of-use assets and operating lease liabilities within the condensed consolidated balance sheets. For the three months ended March 31, 2026 and 2025, the Company’s lease cost consists of the following components, each of which is included in general and administrative expenses within the condensed consolidated statements of operations: Three Months Ended March 31, 2026 2025 Operating lease cost $ 60 $ 62 Short-term lease cost (1) — — Total lease cost $ 60 $ 62 (1) Short-term lease cost includes any lease with a term of less than 12 months. 12 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 6 – LEASES (CONTINUED) The table below presents the future minimum lease payments to be made under operating leases in each of the remainder of the current and next four fiscal years and thereafter: As of March 31, 2026 2026 (remainder) $ 152 2027 167 2028 79 Total 398 Less: discount 25 Total lease liabilities $ 373 The weighted average remaining lease term at March 31, 2026 for the operating leases is 2.0 years, and the weighted average discount rate used in calculating the operating lease asset and liability is 3.31 %. Cash paid for amounts included in the measurement of lease liabilities was $ 54 and $ 60 for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026 and 2025, payments on lease obligations were $ 63 and $ 68 , respectively, and amortization on the right of use assets was $ 60 and $ 62 , respectively. NOTE 7 – STOCKHOLDERS’ EQUITY Preferred Stock The Company had 10,000,000 shares of preferred stock, $ 0.001 par value per share, authorized as of March 31, 2026. No shares were issued or outstanding in the three months ended March 31, 2026 and 2025. Common Stock The Company had 166,666,667 shares of common stock, $ 0.001 par value per share, authorized as of March 31, 2026. There were 18,765,075 and 18,759,589 shares of common stock outstanding, net of shares held in treasury of 1,741,397 and 1,741,397 at March 31, 2026 and December 31, 2025, respectively. During the three months ended March 31, 2026, the Company issued 1,264 shares of our common stock and received no proceeds in connection with the exercise of options under our 2013 Incentive Plan (the “2013 Plan”) or our 2021 Equity Incentive Plan (the “2021 Plan”). During the three months ended March 31, 2025, the Company issued no shares of our common stock and received no proceeds in connection with the exercise of options under our 2013 Plan or our 2021 Plan. The Company issued 4,222 shares of our common stock in the three months ended March 31, 2026, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 Plan. The Company issued 39,489 shares of common stock in the three months ended March 31, 2025, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 Plan. Some of the participants utilized a net withhold settlement method, in which shares were surrendered to cover tax withholdings. Of the shares issued to participants during the three months ended March 31, 2026 and 2025, respectively, 2,112 and 14,038 shares, valued at $ 17 and $ 87 , were surrendered and subsequently cancelled. Treasury Stock During the quarter ended March 31, 2026, the Board of Directors of the Company (the “Board”) authorized a share repurchase program, under which the Company could repurchase up to $ 10,000 of its outstanding common stock. This stock repurchase authorization expires on the earlier of March 15, 2027 or when the repurchase of $10,000 of shares has been reached. During each of the quarters ended March 31, 2026 and 2025 , the Company did not repurchase any of its outstanding shares of common stock. 13 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 8 – STOCK BASED COMPENSATION The Company sponsors two stock-based incentive compensation plans. The first plan is known as the 2013 Plan and was established by the Board in June 2013. The 2013 Plan, as amended, authorized the issuance of 3,000,000 shares of Company common stock. The amended 2013 Plan was approved by stockholders. In connection with the adoption of a new plan in 2021, the Company froze the 2013 Plan. A total of 55,500 shares of common stock underlying options and 0 shares of common stock underlying restricted stock unit awards were outstanding at March 31, 2026. At March 31, 2026, there were no shares available for grant under the 2013 Plan. In 2021, the Company adopted a new plan known as the 2021 Plan. The 2021 Plan was established by the Board and approved by stockholders in August 2021. On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2021 Plan to increase the number of shares of common stock available for awards under the 2021 Plan by 1,950,000 shares for a total of 4,450,000 shares. A total of 2,218,221 shares of common stock underlying options and 705,452 shares of common stock underlying restricted stock unit awards were outstanding at March 31, 2026. At March 31, 2026, 561,165 shares were available for grant under the 2021 Plan. Stock Options The compensation cost that has been charged against income related to options for the three months ended March 31, 2026 and 2025 was $ 805 and $ 579 , respectively. There is $ 6,752 of expense remaining to be recognized over a weighted average period of 2.21 years related to options outstanding at March 31, 2026. No income tax benefit was recognized in the consolidated statements of operations and no compensation was capitalized in any of the years presented. The total intrinsic value of outstanding options at March 31, 2026 was $ 848 . The fair value of these instruments was calculated using the Black-Scholes option pricing model. From time to time, the Company grants certain performance-based stock options, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was $ 0 and $8 in expense related to these options recorded during the three months ended March 31, 2026 and 2025, respectively. The fair value of these instruments was calculated using the Black-Scholes option pricing model. Restricted Stock Units The Company recognized compensation expense of $ 1,023 and $ 979 for the three months ended March 31, 2026 and 2025, respectively, related to restricted stock units. A total of $ 5,971 remains to be recognized at March 31, 2026 over a weighted average period of 2.05 years. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant. During the three months ended March 31, 2026 and 2025, certain participants utilized a net withhold settlement method, in which shares were surrendered to cover tax withholdings. Of the shares issued to participants during the three months ended March 31, 2026 and 2025, respectively, 2,112 and 14,038 shares, valued at $ 17 and $ 87 , were surrendered and subsequently cancelled. From time to time, the Company granted certain performance-based restricted stock units, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was $ 0 and $8 in expense related to these restricted stock units recorded during the three months ended March 31, 2026 and 2025, respectively. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant. Non-employee Directors Compensation The director’s compensation program calls for the grant of restricted stock units with a one year vesting period. The Company granted no restricted stock units to the non-employee directors during the three months ended March 31, 2026 and 2025. There was $ 184 and $ 173 included in the compensation expense discussed above related to director’s compensation for the three months ended March 31, 2026 and 2025, respectively. 14 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 9 – REVENUES Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), recognition of revenue requires evidence of a contract, probable collection of proceeds, and completion of substantially all performance obligations. We use a 5-step model to recognize revenue: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the performance obligations are satisfied. Revenues are primarily generated from content delivery activities in which we deliver financial, clinical, or brand messaging through a distribution network of e-prescribers and electronic health record technology providers (channel partners), directly to consumers, or from reselling services that complement the business. This content delivery for a customer is referred to as a program. Unless otherwise specified, revenue is recognized based on the selling price to customers. The Company also generates revenue through data subscriptions. Data subscriptions can be contracted on a stand-alone basis or as a complement to content delivery. Additional services include set up, and reporting. We consider these services to be complimentary to the primary performance obligation and recognized through performance of delivery of content or data. We have certain contracts which are satisfied at a point in time, primarily for consulting projects or NPI data target lists. For such contracts, we recognize revenue upon delivery of the related data, study or report. The Company’s contracts generally all have terms of less than one year and the primary performance obligation is delivery of messages, or our forms of content, but the contract may contain additional services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between client payment and the transfer of goods or services is expected to be one year or less. The Company has also elected the practical expedient within ASC 606 and does not disclose information related to remaining performance obligations for contracts recognized with an original expected duration of one year or less. In certain circumstances, the Company will offer sales rebates to customers based on spend volume. Rebates are typically contracted based on a quarterly or annual spend amount based on a volume threshold or tiered model. At the beginning of the year, the rebate percentage is estimated based on input from the sales team and analysis of prior year’s sales. Thereafter, the open contract balance for the customer is assessed quarterly to ensure the estimated rebate percentage being used for the rebate accrual remains reasonable. The estimated amount of variable consideration will be included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For the year ended December 31, 2025 and during the first three months of 2026, there were two and three , respectively, contracts with customers that included a rebate clause. As the content is distributed through the platform and network of channel partners (a transaction), these transactions are recorded, and revenue is recognized over time as the distributions occur. Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period of time, or upon completion of the program, depending on the client contract. The Company recognizes setup fees that are required for integrating client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program, based either on time, or units delivered, depending upon which is most appropriate in the specific contract. Should a program be cancelled before completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable. Additionally, the Company also recognizes revenue for providing program performance reporting and maintenance. This reporting revenue is recognized over time as the messages are delivered. Program design, which is the design of the content delivery program, and related consulting services are recognized as services are performed. In some instances, we license certain of our software applications in arrangements that do not include other performance obligations. In those instances, we record license revenue when the software is delivered for use to the licensee. In instances where our contracts include Software as a Service, the revenue is recognized over the subscription period as services are delivered to the customer. In some instances, the Company also resells messaging solutions that are available through channel partners that are complementary to the HCP marketing business and customer base. These partner specific solutions are frequently similar 15 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 9 - REVENUES (CONTINUED) to our own solutions and revenue recognition for these programs is the same as described above. In instances where the Company sells solutions on a commission basis, net revenue is recognized based on the commission-based revenue split. In instances where we resell these messaging solutions and have all financial risk and significant operation input and risk, we record the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of revenues. The amount of revenue recognized on a net basis was $ 4,018 and $ 3,373 for the three months ended March 31, 2026 and 2025, respectively. The Company has several signed contracts with customers for the distribution of financial messaging, or other services, which include payment in advance. The payments are not recorded as revenue until the revenue is earned under its revenue recognition policy. Deferred revenue was $ 669 and $ 503 as of March 31, 2026 and December 31, 2025, respectively. These contracts are all short term in nature and all revenue is expected to be recognized within 12 months, or less. The following is a summary of activity in the deferred revenue account: Three Months Ended March 31, 2026 2025 Balance January 1 $ 503 $ 473 Revenue recognized ( 394 ) ( 2,989 ) Amount collected 560 3,027 Balance March 31 $ 669 $ 511 Disaggregation of Revenue Consistent with ASC 606, we have disaggregated our revenue by timing of revenue recognition. The majority of our revenue is recognized over time as solutions are provided. A small portion of our revenue related to program development, NPI data lists, and other solutions is recognized at a point in time upon delivery to customers. A break down is set forth in the table below. Three Months Ended March 31, 2026 2025 Revenue recognized over time $ 19,759 $ 21,782 Revenue recognized at a point in time 85 146 Total revenue $ 19,844 $ 21,928 Accounts receivable are reported at realizable value, net of allowances for credit losses, which is estimated and recorded in the period the related revenue is recorded. Sales to customers are initiated through a purchase order and are governed by our standard terms and conditions, written agreements, or both. Payment terms are generally 30 days and do not extend beyond 90 days. The Company does not seek collateral to secure its accounts receivable and amounts billed are generally due within a short period of time based on terms and conditions normal for our industry. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for credit losses. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. If current economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s collection efforts have been exhausted. 16 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 9 - REVENUES (CONTINUED) The changes in the allowance for credit losses for the three months ended March 31, 2026 and 2025, were as follows: Three Months Ended March 31, 2026 2025 Balance at January 1, $ 260 $ 335 Provision for credit losses — — Write-offs — — Balance at March 31, $ 260 $ 335 From time to time, we may record revenue based on our revenue recognition policies in advance of being able to invoice the customer. Included in accounts receivable are unbilled amounts of $ 4,709 and $ 3,943 at March 31, 2026 and December 31, 2025, respectively. Amounts billed in advance of revenue recognition are presented as deferred revenue on the condensed consolidated balance sheets. The accounts receivable balance as of December 31, 2024 was $ 38,212 . In general, the pharmaceutical brand marketing industry spends its advertising budget seasonally. Many pharmaceutical companies allocate the largest portion of their brand marketing to the fourth quarter of the calendar year. As a result, the first quarter tends to reflect lower activity levels and lower revenue, with gradual increases in the following quarters. We expect these seasonality trends to continue and our ability to effectively manage our resources in anticipation of these trends may affect our operating results. As a result, our revenue is subject to some seasonality and has historically been higher during the fourth quarter than during the first, second and third quarters. Related Party Transactions Related party transactions include transactions between the Company and its stockholders, management, or affiliates. The following transactions were in the normal course of operations and were measured and recorded at the exchange amount, which is the amount of consideration established and agreed to by the parties. During the year ended December 31, 2010, the Company acquired the technical contributions and assignment of all exclusive rights to and for a key patent in process at the time from a former CEO, in exchange for a total payment in shares of common stock and options valued at $ 930 at the time of the acquisition and recorded the patent at that cost. That patent remains in patents rights on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. James Lang, one of our Board Members, in 2025, stepped down as the CEO, but remains as a director on the board of Eversana, a leading global provider of services to the life sciences industry. Eversana is similar to other customers from which we generate revenue, such as agencies or resellers. During the three months ended March 31, 2026 and 2025, we recognized $ 153 and $ 242 , respectively, in revenue from contracts engaged with Eversana. These contracts were sourced by Eversana on behalf of its life science customers. The contracts are at market rates, were generated in the normal course of business, and in each instance approved by our Board's Audit Committee. NOTE 10 – EARNINGS ( LOSS) PER SHARE Basic earnings (loss) per common share (“EPS”) is computed using the weighted average number of common shares outstanding during the period. The computation of diluted earnings (loss) per common share is based on the basic weighted average number of shares outstanding during the period plus common stock equivalents, which would arise from the exercise of options and warrants outstanding using the treasury stock method and the average market price per share during the period. 17 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 10 – EARNINGS (LOSS) PER SHARE (CONTINUED) The following table sets forth the computation of basic and diluted earnings (loss) per share. Three Months Ended March 31, 2026 2025 Numerator Net loss $ ( 495 ) $ ( 2,199 ) Denominator Weighted average shares outstanding used in computing loss per share Basic 18,761,622 18,470,808 Effect of dilutive stock options, warrants, and stock grants — — Diluted 18,761,622 18,470,808 Loss per share Basic $ ( 0.03 ) $ ( 0.12 ) Diluted $ ( 0.03 ) $ ( 0.12 ) The number of common shares potentially issuable upon the exercise of certain options and the vesting of certain restricted stock units that were excluded from the diluted loss per common share calculation are reflected in the table below. Three Months Ended March 31, Weighted average number of shares for the periods ended 2026 2025 Options ( 185,883 ) — Unvested restricted stock unit awards ( 159,531 ) ( 108,204 ) Total ( 345,414 ) ( 108,204 ) NOTE 11 – COMMITMENTS AND CONTINGENT LIABILITIES Legal From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material legal or administrative proceedings against us. Commitments From time to time, the Company enters into arrangements with partners to acquire minimum amounts of media, data or messaging capabilities. As of March 31, 2026, the Company had commitments for future minimum payments of $ 31,293 that will be reflected in cost of revenues during the years from 2026 through 2030. Minimum payments are due in the remainder of 2026 and fiscal 2027, 2028 and 2029 in the amounts of $ 11,439 , $ 13,644 , $ 5,155 and $ 1,055 , respectively. NOTE 12 – INCOME TAXES The Company reported a benefit from income taxes of $ 149 for the three months ended March 31, 2026, representing an effective tax rate of 23.1 %. The effective tax rate for the three months ended March 31, 2026 reflects the impact of certain permanent items, projected decreases in our valuation allowance during the year ended December 31, 2026 and discrete items related to stock based compensation. 18 OPTIMIZERx CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, excepts share and per share data, unaudited) NOTE 12 – INCOME TAXES (CONTINUED) In assessing the need for a valuation allowance in its federal and state taxing jurisdictions, management concluded that a partial valuation allowance was appropriate as of March 31, 2026. This determination was based on consideration of historical levels of income, projections for future periods, and the significant amount of tax deductions to be generated from the future exercise of stock options. The Company maintains a valuation allowance related to non-qualified stock options and certain state tax credits, as management believes it is more likely than not, based on the weight of available evidence, that these deferred tax assets will not be realized. The Company reported a benefit from income taxes of $ 1,073 for the three months ended March 31, 2025, representing an effective tax rate of 32.8%. The effective tax rate for the three months ended March 31, 2025 reflects the impact of certain permanent items and discrete items for the quarter related to projected decreases in our valuation allowance and to stock based compensation. As discussed in our annual report on Form 10-K for the year ended December 31, 2025, we had net operating loss carry-forwards for federal income tax purposes of approximately $ 8,500 as of December 31, 2025. NOTE 13 – SUBSEQUENT EVENTS On May 7, 2026, the Company completed a debt refinancing and entered into a new credit agreement (the “Credit Agreement”) providing for a $ 25,000 term loan (“New Term Loan”) and a $ 10,000 unsecured revolving credit facility. The outstanding principal amount of the New Term Loan is repayable in quarterly installments on the last business day of each fiscal quarter commencing on June 30, 2026, in an amount equal to 1.25 % of the principal amount. The outstanding unpaid principal amount of the New Term Loan, and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the fifth anniversary of the closing of the Credit Agreement and funding of the New Term Loan and (ii) the date on which the New Term Loan is declared due and payable pursuant to the terms of the Credit Agreement. The New Term Loan bears interest between SOFR plus 1.75 % and SOFR plus 2.5 % based on our total net leverage ratio calculation. Upon the closing of the Credit Agreement, the proceeds from the New Term Loan were used to repay our outstanding Term Loan balance and the Financing Agreement was terminated. 19 Table of Contents